Contract analysis

I. IDENTIFICATION OF COUNSEL AND ACKNOWLEDGMENT OF RECEIPT Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") represents Penterra Pharmaceuticals Corp. ("PPC" or the "Company"), a Delaware corporation headquartered at 2200 Independence Boulevard, Princeton Junction, New Jersey 08550, Employer Identification Number 22-3741856, whose shares are publicly traded on the Nasdaq Stock Market under the ticker

II. SUMMARY OF THE NOPA AND PROPOSED ADJUSTMENTS The NOPA proposes adjustments under Section 482 of the Internal Revenue Code of 1986, as amended ("IRC" or the "Code"), to PPC's transfer pricing for intercompany transactions with its Irish subsidiary, Penterra Biopharma International DAC ("PBI"). PBI is a Designated Activity Company organized and existing under the laws of Ireland, with its registered office at 4th F

III. STATEMENT OF PPC'S POSITION — DISAGREEMENT WITH THE NOPA PPC respectfully but firmly disagrees with each of the proposed adjustments and the asserted penalty set forth in the NOPA. PPC's comprehensive factual, legal, and economic response to the NOPA will be presented in its formal Protest, but PPC sets forth the following summary of its position to ensure that the examination team is fully apprised of PPC's obj

IV. RESERVATION OF RIGHTS PPC expressly reserves all rights, defenses, arguments, and claims available to it under applicable law, regulation, treaty, and procedure, including but not limited to: (a) The right to challenge all proposed adjustments set forth in the NOPA on factual, legal, and economic grounds, including the right to present alternative transfer pricing methodologies, comparability analyses, and econom

V. REQUEST FOR EXTENSION OF TIME TO FILE FORMAL PROTEST PPC acknowledges that the 30-Day Letter accompanying the NOPA, which PPC anticipates will be issued pursuant to standard IRS procedures set forth in the Internal Revenue Manual, will afford PPC the opportunity to file a formal written Protest and request consideration of the proposed adjustments by the IRS Independent Office of Appeals. PPC respectfully requests

VI. STATUTE OF LIMITATIONS PPC is aware of the applicable statute of limitations for the assessment of additional tax for each of the Examination Years. PPC notes that it has previously executed IRS Form 872 (Consent to Extend the Time to Assess Tax) for Tax Year 2017 and Tax Year 2018, extending the period of assessment for those years through December 31, 2024. With respect to Tax Year 2019 and Tax Year 2020, PPC u

VII. COORDINATION WITH IRS CHIEF COUNSEL PPC acknowledges its awareness that attorneys from the IRS Office of Chief Counsel have been involved in the preparation of the proposed adjustments and the NOPA. Specifically, PPC understands that Attorney-Advisor Franklin Rosario and Senior Counsel Donna Hirabayashi of the IRS Office of Chief Counsel have participated in the development of the legal positions set forth in th

VIII. REQUEST FOR COPY OF IRS ECONOMIST'S REPORT PPC respectfully requests that the examination team provide PPC with a copy of, or access to, the complete economic analysis prepared by IRS economist Dr. Alan Washburne of the IRS Transfer Pricing Practice that underlies and supports the proposed adjustments set forth in the NOPA, to the extent such analysis or any portion thereof has not already been provided to PPC

IX. CLOSING PPC reiterates its firm belief that its transfer pricing positions for all four Examination Years are well-supported by the facts, applicable law, and robust economic analysis, and that those positions comply fully with the arm's-length standard of IRC § 482 and the applicable Treasury Regulations. PPC is confident that a thorough review of the facts and applicable authorities will demonstrate that no adj